Obesity has a substantial adverse impact on health, longevity, and psychological well-being. Efficacy studies show that behavioral treatments of obesity produce clinically significant weight reductions. However, poor maintenance of treatment induced weight loss poses a significant problem in the long-term management of obesity. Following weight-loss treatment, obese individuals commonly demonstrate a consistent pattern of weight regain. Some researchers have argued that the maintenance problem stems from a failure of standard behavioral treatment to address two sets of psychological factors: (1) unfulfilled expectations for weight loss and for improvements in physical attractiveness and (2) the lack of skills required for maintaining lost weight. Accordingly, this study will test the effectiveness of a theoretically-based cognitive-behavioral weight-loss intervention designed to address: (1) primary motivation for weight loss and faulty expectations about treatment outcome and (2) training in the skills required for maintenance of lost weight. The primary objective is to compare the effectiveness of (a) a standard behavioral weight loss intervention to (b) a reformulated cognitive-behavioral intervention in overweight women attending the University of Florida. The primary outcome will be change in body weight from posttreatment to 1-year [unreadable] follow-up (6-18 months). Secondary outcomes (collected at baseline, 6 months, and 18 months) will be change in body image dissatisfaction, motivation and expectations for weight loss, self-esteem, social physique anxiety, content of dietary intake, and level of physical activity. We hypothesize that participants assigned to the reformulated cognitive-behavioral intervention will exhibit better maintenance of lost weight at one year follow-up and improved psychological outcomes compared with those assigned to the standard behavioral intervention. This trial will contribute to understanding and improving long-term weight management and psychological well-being in overweight women. [unreadable] [unreadable]